General Terms and Conditions Service Auren Nederland2020
Table of contentsChapter A: General section concerning all types of servicesChapter B: Additional conditions concerning Audit & Assurance servicesChapter C: Additional conditions concerning Accounting servicesChapter D: Additional conditions concerning Other services
Chapter A: General
Article 1. General provisions
1.1 This Chapter A applies to all Services. If the content or explanation of the Assignment Confirmation and theGeneral Terms and Conditions are inconsistent with each other, the content of the Assignment Confirmation willhave priority. If the content or explanation of the chapters in the General Terms and Conditions are inconsistentwith each other, the chapter that applies to the Assignment most will have priority. In addition, a chapter aboutthe additional Services will always have priority over the General section, if they are inconsistent with eachother. So Chapter B will have priority over Chapter A, if Chapter B applies.
Article 2. Definitions
2.1 The following definitions written with a capital have the following meanings:a) ‘Auren’: Auren, being all current and future group companies within the meaning of Section 2:24b ofthe Dutch Civil Code of Auren Nederland B.V. (Chamber of Commerce 66253608) which acceptindividual Assignments and send invoices for these, currently being Auren Audit en AssuranceAmsterdam B.V. (Chamber of Commerce 33269864), Auren Audit en Assurance Amersfoort B.V.(Chamber of Commerce 62285505), Auren Accounting Products B.V. (Chamber of Commerce32118965).b) ‘The General Terms and Conditions’: the provisions in this document.c) ‘GDPR’: (European) General Data Protection Regulation.d) ‘Services’: all services Auren offers in support of companies and organisations in a financial,administrative, fiscal and legal field, currently including Audit & Assurance services, administrativeservices such as accounting, payroll administration, compiling the annual accounts, tax return practice,consultancy services, for instance with respect to tax law, private law, HRM.e) ‘Data breach’: breach with respect to personal data to which a notification obligation applies pursuantto the GDPR, such as a breach of security which, by accident or wrongfully, leads to destruction ofpersonal data, the loss, change or unauthorised provision thereof, or unauthorised access to personaldata forwarded, stored or processed otherwise.f) ‘the Documents’: all Information or data made available by the Client to Auren, all data created orcollected by Auren in the framework of the execution of the Assignment, and all other Information ofany relevance for the execution or completion of the Assignment. Whether or not the afore-mentionedInformation is stored on (in)tangible data carriers and whether or not it is stored with a third party isirrelevant.g) ‘Client’: the natural person who or legal entity that awards Auren an Assignment and with whom orwhich Auren enters into an engagement agreement.h) ‘Information’: information, data, the Documents, materials and instructions or Confidential Informationreceived from the Client or a third party at the Client’s request.i) ‘Assignment’: the assignment of the Activities to be carried out by Auren for the Client, in respect ofwhich Auren has committed itself by means of an Assignment Confirmation to perform certain Activities.j) ‘Assignment Confirmation’: the written confirmation of the Assignment signed by the Parties orapproved by the Client, including enclosures and the General Terms and Conditions.k) ‘Parties’: the Contractor and the Client.l) ‘Activities’: all activities and actions to be carried out by Auren for the benefit of the Client for whichan Assignment has been awarded and which are described in the Assignment Confirmation.
Article 3. Applicability
3.1 These General Terms and Conditions apply to all Assignments and Assignment Confirmations as well as to alllegal relationships, whatever they are called, under which Auren has undertaken in any way whatsoever toperform Activities for the Client.3.2 The general terms and conditions declared applicable by the Client, regardless of the moment at which theseare referred to, shall never be applicable between the Parties.3.3 These General Terms and Conditions also apply to any additional or follow-up Assignments.3.4 The clauses in these General Terms and Conditions are not only included for the benefit of Auren but also forthe benefit of its employees and subcontractors engaged for the execution of the Services.3.5 The clauses in these General Terms and Conditions are also for the benefit of the performance of external tasksby the managing directors of Auren.3.6 If, as the occasion arises, Auren deviates from the strict compliance with these terms and conditions for reasonsof reasonableness, this does not imply that Auren loses the right to demand strict compliance with these termsand conditions in future cases, whether or not similar.3.7 Auren reserves the right to make additions to and/or amend these General Terms and Conditions unilaterallyat all times. These additions and/or amendments will only be binding on the Client after the amended GeneralTerms and Conditions have been sent to the Client. Any deviations from these General Terms and Conditionsat the Client’s request shall only apply if and to the extent that these have been agreed on in writing explicitly.3.8 If these terms and conditions are also drawn up in a language other than Dutch, the Dutch text will be decisivein the case of any differences between the two versions.
Article 4. Quotations and offers
4.1 Quotations and offers from Auren are without any obligation, which means that Auren can revoke the quotationas long as it has not been accepted, unless a term of validity has been agreed in the quotation.4.2 Any indications provided with regard to the costs and the time to be spent, are considered informative, andAuren can (reasonably) deviate from these.4.3 Any obvious errors or mistakes in the offers, quotations or Assignment Confirmations are not binding on Auren.
Article 5. Performance and planning of the Assignment
5.1 For the purpose of the Assignment Auren is authorised by the Client to perform all Activities which in the opinionof Auren are useful or necessary for the performance of the Assignment to be efficient. All Assignments areaccepted and performed exclusively by the Auren office, not by or on behalf of an individual employee of Auren,even if the Client has explicitly or tacitly granted the Assignment with the intention of having it carried out bya certain employee or by certain employees. The provisions set out in Sections 7:404, 7:407, subsection 2, andSection 7:409 of the Dutch Civil Code, under which joint and several liability is established for situations inwhich two or more persons have been awarded an Assignment, are explicitly excluded from applicability.5.2 If third parties are engaged by Auren for the performance of the Assignment, Auren will observe due care and,if necessary, consult with the Client. Auren is not liable for any failures by third parties engaged. Auren isauthorised by the Client to accept on behalf of the Client any limitations of liability of third parties engaged.5.3 The performance of the Assignment by Auren will be for the benefit of the Client exclusively. Third partiescannot derive any rights from the content of the Activities and more generally from the way in which theseActivities are carried out.5.4 Auren will reasonably undertake to perform the Activities in conformity with the planning stated in theAssignment Confirmation or any other Documents approved by Auren in writing. Unless explicitly agreed onotherwise between the Parties in writing, all dates mentioned by Auren and/or the Client for the performanceof the Activities are indicative, exclusively intended for the benefit of the planning and are therefore notcontractually binding. They are not to be regarded as firm dates.
Article 6. Term of the Assignment and termination
6.1 An Assignment cannot be terminated before Auren has commenced its activities. Termination is only possibletowards the end of the specific term of the Assignment agreed on and in the absence thereof after Auren hasperformed its Activities for at least three (3) months. In the event that any premature termination does takeplace, the Client will owe Auren the full fee agreed on for the remaining term or the expense account to beexpected for the first three (3) months if no term has been agreed on. Termination shall be announced to Aurenin writing, with the reasons stated.6.2 The provisions of Chapter 1, Title 7, Book 7 of the Dutch Civil Code apply, with the exception of Section 7:404of the Dutch Civil Code.6.3 After the first three months, the Client and Auren can terminate the Assignment (intermediately) at all timeswith due observance of a term of notice of three (3) calendar months, unless another term of notice has beenagreed on, by means of a written notification to the other party. If the Assignment ends before the Assignmenthas been completed, the Client will owe the fee in conformity with the hours stated by Auren for Activitiesperformed for the benefit of the Client.6.4 If the Client proceeds to (premature) termination, Auren will be entitled to compensation due to the resultingoccupancy loss for which a reasonable case is to be made, to compensation of additional costs already incurredby Auren, and to compensation of costs arising from any cancellation of third parties engaged (including, forinstance, any costs concerning subcontractors).6.5 If Auren proceeds to (premature) termination, the Client will be entitled to Auren’s cooperation in transferringthe Activities to third parties, except in the event of intent or deliberate recklessness on the part of the Clientwhich renders termination by Auren necessary. The entitlement to cooperation as set out in this paragraph isconditional on the Client having paid all underlying outstanding advance payments or all expense accounts.
Article 7. Professional rules and expertise
7.1 Auren warrants that the Assignment is carried out with due observance of all relevant statutory provisions, andthe code of conduct and professional rules applicable to Auren. The Client grants Auren full cooperation withrespect to the obligations arising for Auren from the applicable (Professional) rules.7.2 Auren will also perform the Assignment to the best of its judgment and ability and in compliance with therequirements of good workmanship, in the style Auren usually works in.7.3 With respect to historical financial information Auren, as an accountant, can perform various types ofAssignments, depending on the Client’s request and need. Auren reports on the Assignment in an audit opinion.In practice, an opinion is provided most often with the annual accounts, where it can be:• a compilation report – Auren assists the organisation in preparing the annual accounts;• an auditor’s report – Auren gives an opinion about the annual accounts with a reasonable amount ofcertainty;• a review report – Auren gives a conclusion with a limited amount of certainty.Whatever the Assignment, Auren as an accountant will always act professionally, honourably, objectively,skilfully and carefully and will observe due confidentiality while handling information.7.4 Auren takes appropriate measures to protect personal data and other confidential information originating fromthe Client. Auren will inform employees and any third parties to be engaged about the confidential nature ofthe information. Processing personal data by Auren is in conformity with the GDPR (General Data ProtectionRegulation) and the GDPR Implementation Act as well as any other applicable (inter)national legislation and(Professional) rules concerning the protection of personal data.7.5 The Client knows that in some cases Auren is held to disclose confidential information from the Client pursuantto (inter)national legislation or (Professional) rules. In such cases, Auren, to the extent that this is required bylaw, will ask the Client for its consent and cooperation, and to the extent that this consent is not necessary,inform the Client about this insofar as the law permits.The cases in which Auren has to disclose the data include (but are not restricted to) cases:a. described in legislation and (Professional) rules and which have become known during the performanceof its Activities, and concerning which Auren is to report any conducted or intended unusual transactionsto the authorities instituted for the purpose by the government;b. which, in specific situations, lead to a mandatory notification of fraud;c. which compel Auren to conduct an investigation into the (identity of the) Client or the Client’s client.7.6 Auren excludes all liability for damage arising with the Client due to Auren’s complying with legislation and(Professional) rules applicable to Auren.7.7 The Parties will impose their obligations pursuant to this article on third parties to be engaged by them.
Article 8. Fee and costs
8.1 Auren is entitled to a fee on the basis of the time spent and the costs incurred multiplied by the applicablehourly rates. The individual hourly rates are in conformity with the degree of responsibility and the requiredexperience and skill of our employees. Neither this compensation nor its payment depends on the result of theActivities or the result of an Assignment.8.2 The overhead costs, travel time, expenses of travel and accommodation and any other out-of-pocket costsincurred by Auren in connection with the Assignment, as well as the costs of third parties engaged for theperformance of the Assignment, will be charged to the Client separately.8.3 If wages and/or prices become subject to change after the Assignment has been awarded but before theActivities will be fully completed, Auren will be entitled to adjust the rates agreed on accordingly.8.4 Natural persons who do not act in the performance of a profession or business may dissolve the Assignment,without retroactive effect, where appropriate.8.5 Every quotation for Services is based on an indication by Auren of the amount of the Activities to be performed,in the context of which the basic principles of the Assignment Confirmation are taken into account.8.6 Auren can adjust a budget at all times, for instance when the Activities appear to be more complex or timeconsuming than expected.8.7 The provisions set out above can only be deviated from in the Assignment Confirmation or later on in writing.8.8 Auren can charge its activities also by means of advance payment(s) and demand payment prior tocommencement of the Activities. The advance payments charged are deducted from the next expense count orfrom the final expense account.8.9 Contrary to the agreement and pursuant to its (statutory) duty of care, legislation or regulations, Auren can beheld to perform extra work. In this event, Auren will be entitled to charge this extra work, also if Auren has notconsented explicitly in advance to performing extra work.
Article 9. Conditions of payment
9.1 Auren uses a term of payment of 14 days upon invoice date. This term is a firm term. If the Client is in default,any next invoices or claims will be immediately and integrally payable without a notice of default.9.2 In the event of late or non-payment, the Client will, apart from the statutory interest due, owe collection costs(with a minimum of EUR 125, or 15% of the amount due if this is higher) as well as the court costs, includingall costs of legal assistance and the (liquidated) costs of the proceedings. In that case, Auren will also be entitledto suspend or terminate the Activities in whole or in part. Auren is never liable for any damage the Client suffersas a result of this.9.3 The Client will pay all taxes levied on or with respect to the invoicing of the Assignment, such as VAT.9.4 If Auren has any reasonable doubt about the Client’s payment capability, it will be entitled to demand one ormore advance payments. These will be set off at the end of the Assignment or in the interim. Auren will also beentitled to demand additional security at any time.If the Client does not provide any additional security, Auren will also be entitled to suspend the performance ofthe Assignment with immediate effect, and everything the Client owes to Auren on any account whatsoever willbe immediately payable.9.5 The Client is not entitled to suspend the payment or set off the invoice with any claim the Client has againstAuren whatsoever.9.6 Auren is entitled to set off an amount it owes to the Client in conformity with the statutory provisions against apayable claim it has on the same Client.9.7 All claims of Auren on the Client will be immediately due and payable, if the Client is granted – whether or notprovisionally – suspension of payment, if bankruptcy proceedings are instituted against the Client, if the Clientis placed under administration or when the Client dies, if the Client is in the process of being wound up or isdissolved, or in the event of a Debt Rescheduling Scheme for Natural Persons, or if the Client in any waywhatsoever loses the right to dispose of its property.
Article 10. Confidentiality (secrecy) and Information Exchange
10.1 The Client and Auren will handle the Information they mutually exchange with due confidentiality to the extentthat the Parties due to the nature of the information can suspect its confidential character. This confidentialInformation will therefore not be disclosed to third parties unless this is necessary pursuant to a legal obligationor useful for the adequate performance of the Activities, in which case the necessity of disclosing informationto third parties will always be carefully reconsidered in conformity with the applicable professional rules.10.2 The Client is held to inform Auren correctly, as completely as possible and in a timely manner about anythingthat can be relevant for the performance of the Assignment or that the Client is held to provide pursuant to thelaw. In this context, Auren can rely on the correctness and completeness of the Information provided by theClient without Auren being held to verify the Information provided by the Client. The Client also vouches for thecorrectness, completeness and reliability of the information submitted to Auren, also if it originates from thirdparties. The Information is to be submitted in the form and manner requested by Auren.10.3 If the Information is not provided at all or not provided in time, Auren will be authorised to suspend the (further)performance of the Assignment with immediate effect. If the performance of the Assignment is delayed becausethe Client does not comply with its obligations as stated in this article, the (extra) costs arising from this noncompliance will be at the expense of the Client and Auren will be authorised to charge the (extra) fee for the(extra) Activities rendered necessary as a result.10.4 Auren cannot be expected or it cannot be demanded from Auren that it has cognisance of Information that isknown to other professionals from Auren, to group companies from Auren or to other Auren Entities that arenot involved in the performance of the Services pursuant to the respective Assignment.10.5 At the Client’s first request, Auren will return the original Information submitted by the Client, unless Auren canappeal to a right to suspend performance, for instance due to unpaid invoices it claims on the Client. The rightto suspend performance does not apply to Information from the Client that has not been processed by Auren(yet).
Article 11. Processing personal data
11.1 In the framework of the Assignment, it is necessary that Auren processes personal data from the Client or itsemployees, such as names, e-mail addresses and telephone numbers. Auren is not entitled to use the personaldata for other purposes than for the performance of the Assignment and for sending invitations and newsletters.11.2 In this case, Auren and the Client are both parties responsible for processing within the meaning of the GDPRwith respect to the personal data submitted by or on behalf of the Client to Auren, unless Auren is considereda processor within the meaning of the GDPR (for instance with respect to salary processing, applicationmanagement of salary software or document management software).11.3 The Client always has the independent obligation to comply with the GDPR and other applicable legislation andregulations as well as any applicable contractual or internal obligations with respect to the protection of personaldata, including taking proper measures when submitting the personal data to Auren.11.4 The Client warrants towards Auren that it is authorised to submit the personal data referred to in the firstparagraph to Auren and indemnifies Auren against all third-party claims concerning personal data, exceptagainst anything Auren is liable for pursuant to the law.11.5 In the cases in which the exchanging Parties are parties responsible for processing, there is no statutoryobligation within the meaning of the GDPR to enter into further written agreements on the privacy of datasubjects (those involved whose personal data is exchanged between the Parties). In this respect, each of theParties bears its own legal responsibilities towards the data subjects. It is essential, however, that personaldata is handled carefully.11.6 To the extent that Auren processes personal data in the framework of the Activities, this personal data will beprocessed adequately and carefully and in compliance with the General Data Protection RegulationImplementation Act and the General Data Protection Regulation. Technical and organisational measures will betaken to protect the personal data against loss or any other form of wrongful processing. In this context, thestate of technology and the nature of processing will be taken into account.11.7 Auren cooperates with the Client to any possible and relevant extent when a data subject files a request forexercising his or her rights, such as but not restricted to the rights of inspection, improving, deletion andobjecting to the processing of personal data and a request for transferability of his/her own personal data.11.8 Auren informs the Client as soon as possible about the discovery of a Data Breach in which the Client’s personaldata is involved. Auren will keep the Client informed of any new developments concerning the Data Breach.11.9 In the event of a Data Breach, Auren will submit the following information to the Client:a. A detailed description of the Data Breach;b. The type of personal data involved in the Data Breach;c. The number of persons whose personal data is involved in the Data Breach;d. The identity of the persons involved in the Data Breach;e. The measures taken to mitigate the adverse consequences for the persons involved and resolve the DataBreach;f. The cause of the Data Breach;g. The duration of the Data Breach and the moment at which it started.11.10 Communication about the Data Breach to the persons involved will take place in mutual consultation.11.11 When the Assignment between Auren and the Client ends, Auren will return the personal data it has processedfor the performance of the Assignment to the Client and/or destroy this personal data, unless a statutoryobligation to retain records dictates otherwise.11.12 In the event that Auren acts as a processor within the meaning of the GDPR in the performance of the Activities,a separate processor agreement which meets the legal requirements of the GDPR will be submitted by Aurento the Client in order to be signed.
Article 12. Electronic communication
12.1 With respect to the Assignment, e-mail is used for communication, and the Client is aware that it exchangesconfidential business data and personal data with Auren at its own expense and risk. The Client also acceptsthe risks involved in this, including the risk of such Data Breaches as the security risk of interception of orunauthorised access to the respective messages, the risk of damage to these messages, the risk of viruses, etc.Consequently, the Client is responsible for its own e-mail systems, use and behaviour and will perform therequired security checks and take the required security measures itself so as to protect its own sensitive andconfidential (personal) data in conformity with the legal standards.12.2 Auren will take all appropriate technical and organisational measures possible to prevent third parties fromtaking cognisance of the confidential and personal data sent to Auren by electronic mail. Auren cannot vouchfor it that its electronic communication systems are 100% secure, and therefore it does not accept any liabilityfor damage caused by third parties taking cognisance of the content of the said messages and any attachmentsto these messages.12.3 This electronic communication takes place under the following conditions and stipulations:a. Unless explicitly agreed on otherwise between the Parties, sending and receiving messages by electronicmail is exclusively intended for exchanging information and not for exchanging declarations of intentaddressed to the other party.b. A message sent by electronic mail will be deemed to be received by the addressee, if the sender hasreceived a confirmation of receipt from the addressee (by electronic mail) or he/she obtains proof ofreceipt of the message from the addressee otherwise.c. In the case of doubt about the correctness or completeness of a message received by electronic mail,the content of the message sent by the sender will be decisive.12.4 Auren does not vouch for the correctness, completeness and/or timeliness of a message transmitted byelectronic mail. The data extracts from the sender’s computer systems, however, furnish compelling proof ofthe (content of the) electronic communication sent by the sender until evidence to the contrary is furnished bythe recipient.12.5 Auren does not accept any liability for any damage arising from or in respect of sending (electronic) annualreports and accounts by electronic means (in time) and filing these digitally with the Chamber of Commerce.
Article 13. Intellectual property
13.1 The performance of the Assignment by Auren cannot be construed as the transfer of intellectual property rightsthat rest with the Client. All intellectual property rights that originate during or arise from the performance ofthe Assignment belong to Auren.13.2 The Client is explicitly prohibited from multiplying, disclosing or exploiting the products that are subject to theintellectual property rights of Auren or products that are subject to intellectual property rights in respect ofwhich Auren has acquired the rights of use. These products include but are not restricted to advice, computerprograms, system designs, working methods, (model) contracts, reports, templates, macros and otherintellectual products.13.3 Contrary to the provisions of Article 13.2, the Client is authorised to make the products referred to in Article13.2 available to a third party to the extent that this is required to obtain the third-party assessment on theactivities performed by Auren and/or the results or a part thereof, provided that:a. these products are made available in the framework of a dispute between the Client and Auren aboutthe performance of the respective activities or about the results thereof, in respect of which the Partieshave not reached a solution, despite reasonably conducted consultations within a reasonable period oftime;b. the third party is a member of a professional organisation established for the discipline to which therespective activities belong and which are considered sufficiently representative as such by Auren;c. the Client informs Auren in advance about the identity of the third party to be engaged and the natureof the assignment to be awarded to it and indicates which products will be made available to it.
Article 14. Recruitment prohibition staff
14.1 During the performance of the Assignment or within a year after the Assignment has been completed, the Clientis not authorised to take Auren employees into its employment or have them perform work directly or indirectlyfor a third affiliated party or approach them in any way whatsoever for the purpose of recruiting them to performwork directly or indirectly for the Client or a third affiliated party, unless this takes place upon mutualconsultation and with the prior written approval of the other party.14.2 In the event of a violation of the previous paragraph, Auren will be entitled to charge to the Client 30% of therespective employee’s annual salary.
Article 15. Complaint handling procedure
15.1 With due observance of the provisions of these General Terms and Conditions, the Client has the possibility offiling a complaint concerning the performance of an Assignment with the management board of Auren. Thecomplaint is to be motivated and put in writing in a legible form. The complaint has to be sent to the addressbelow or submitted via a web form on the Auren website via this link: https://www.auren.com/nlNL/contact/klachtenregelingAuren Compliance OfficeAttn Compliance officerAmsterdamseweg 23812 RN AMERSFOORTThe Netherlands15.2 Auren will cause the complaint to be handled as soon as reasonably possible and will inform the Client as soonas reasonably possible about the result of the complaint handling.
Article 16. Liability and indemnifications
16.1 Auren is not liable for any damage to the Client that will result if the Client does not submit any informationor submits incorrect or incomplete information to Auren or if this information is not submitted in time. This isinclusive of the situation that Auren is unable to file the annual report and accounts with the Chamber ofCommerce within the legal term due to the Client’s acting or failing to act.16.2 Auren is not liable for any damage the Client suffers due to the use of electronic means of communication,including but not restricted to damage caused by non-delivery or delay in the delivery of electroniccommunication, interception or manipulation of electronic communication by third parties or byprograms/equipment used for sending, receiving or processing electronic communication, transfer of viruses,or if the telecommunication network or other resources required for electronic communication do not functionor do not function properly, except to the extent that the damage is caused by Auren’s intent or grossnegligence or if Auren bears strict liability pursuant to the law.16.3 Auren is not liable for any indirect damage, including lost profits, missed savings, damage due to businessstagnation and other consequential damage or indirect damage caused by Auren’s not performing, notperforming in time or not performing properly, except liability caused by intent or deliberate recklessness onthe part of Auren.16.4 The liability of Auren is limited to the payment of the direct damage directly caused by an attributable failure(or interconnected series of attributable failures) in the performance of the Assignment. This liability for directdamage is limited to the amount paid for the respective case in accordance to Auren’s liability insurer,increased with any excess to be paid by Auren pursuant to the insurance. Direct damage is understood tomean but is not restricted to the reasonable costs incurred for establishing the cause and amount of thedamage, the reasonable costs incurred to ensure that Auren’s performance meets the requirements of theAssignment, and the reasonable costs incurred for preventing or confining the damage.16.5 If, for whatever reason, the liability insurer does not pay as referred to in paragraph 3 of this article, theliability of Auren will be limited to the amount of the fee charged for the performance of the Assignment. Ifthe Assignment pertains to a continuing performance contract, the amount referred to above will be set to amaximum of one time the amount of the fee that was charged to the Client in the twelve (12) months priorto the moment at which the damage occurred. On no account, the total payment of the damage pursuant tothis paragraph will exceed €300,000 per attributable failure, unless the Parties – given the extent of theAssignment or the risks involved in the Assignment – see a reason for deviating from this maximum whilecontracting the Assignment.16.6 An interconnected series of attributable failures counts as one (1) attributable failure.16.7 The liability restrictions included in this article will not apply, if and to the extent that there is a case of intentor deliberate recklessness on the part of Auren or its executive management.16.8 The Client is held to take measures for damage confinement. Auren is entitled to remedy or confine thedamage by restoring or improving the Activities performed.16.9 The Client is held to indemnify Auren against all claims by third parties associated in any way with theAssignment, including the reimbursement of the actual legal costs for defence against such claims.16.10 The provisions of the previous paragraphs pertain to the contractual as well as the extracontractual liabilityof Auren towards the Client.16.11 To the extent that these General Terms and Conditions do not provide otherwise, the rights of claim and otherpowers of the Client for whatever reason towards Auren with respect to performing Activities for Auren shalllapse, in any event after one (1) year from the moment at which the Client became aware of the existence ofthese rights and powers or could reasonably be aware of the existence of these rights and powers. This termdoes not pertain to the possibility of filing a complaint with the regulatory body or bodies for complainthandling and/or the Dispute Adjudication Board (Raad voor Geschillen).
Article 17. Force majeure
17.1 Auren’s failure to comply with the Assignment will not be attributable, if it is caused by a circumstance,whether or not foreseeable, beyond Auren’s control, at least including equipment, software, data files,registers or other items, none excepted, not functioning adequately used by Auren in the performance of theAssignment, as well as damage caused by computer viruses and the interception of audio and/or datatransmissions by telephone, fax or e-mail, war, threat of war, civil war, riots, sabotage, strike, thunderbolt,extreme weather conditions, fire, measures of Dutch and non-Dutch authorities, and other serious (power)failures in the business of Auren.17.2 The term for compliance is extended by the period by which Auren is obstructed in meeting its obligations dueto force majeure, without Auren being held to pay damages to the Client. If the extension period exceeds two(2) months, the Parties will be entitled to dissolve the Assignment by means of a written statement. If thenon-compliance due to force majeure as referred to above is permanently impossible, the Assignment can bedissolved by each of the Parties.17.3 If the force majeure occurs while part of the Assignment has already been performed, the Client will beentitled, if the remaining delivery is delayed by more than two (2) months, to consider the Assignmentcompleted with respect to the part not yet performed, under the obligation of paying the part that has alreadybeen delivered to the Client.17.4 If, at the commencement of the force majeure situation, Auren has partly complied with the obligations agreedon, Auren will be entitled to invoice the Activities performed individually and in the interim, and the Client willhave to pay this invoice as if it were an individual transaction.
Article 18. Prevention of Money Laundering and the Financing ofTerrorism Act
18.1 As the Dutch Prevention of Money Laundering and the Financing of Terrorism Act (Wet ter voorkoming vanwitwassen en financieren van terrorisme, Wwft) applies to Auren, Auren has to comply with all legal obligationsunder this act, and the Client has to render full cooperation in these efforts. In this respect, Auren can requestthe Client to render assistance to adequate identification under suspension of performing the services agreedon. Furthermore, Auren can be held to report certain transactions to the authorities instituted for the purposeby the government, despite its obligation of confidentiality.18.2 Therefore, the Client knows that Auren, pursuant to the Wwft:a. can be held to conduct an investigation into the Client’s identity;b. can be under an obligation to report certain transactions to the authorities instituted for the purposeby the government.
Article 19. Applicable law and forum
19.1 Dutch law applies to the Assignment, including all matters related to it, and to the explanation thereof.19.2 Any disputes will be settled by the competent Court in the district in which Auren has its registered office.19.3 The provisions of paragraphs 1 and 2 of this article are without prejudice to the possibility the Client has tosubmit a dispute to the Dispute Adjudication Board and/or file a complaint with Auren, the Chamber ofAccountants (disciplinary law) or the Complaints Authority (complaint law).
Article 20. Severability clause
20.1 If any provision of these General Terms and Conditions or of the underlying Assignment is partly or whollyvoid and/or invalid and/or unenforceable due to any legal provision, judicial decision or otherwise, this willhave no consequences for the validity or all other provisions of these General Terms and Conditions or of theunderlying Assignment.20.2 If no provision in the Assignment or a part of the Assignment can be invoked by law, the other part of theAssignment shall remain unimpaired, on the understanding that the provision in the part that cannot beinvoked is to be deemed to be adjusted in a way that it can be invoked, with the intention of the Parties withrespect to the original provision or the original part remaining unchanged to the highest extent possible.
Chapter B: Additional conditionsAudit & Assurance Services
Article 1. Definitions
1.1 The following definitions written with a capital have the following meanings:Wta: Dutch Audit Firms Supervision Act (Wet toezicht accountantsorganisaties).
Article 2. Audit & Assurance Services
2.1 This Chapter B of the General Terms and Conditions applies to all Assignments quoted or performed by Aurenwith respect to Audit & Assurance Services. For the rest Chapter A applies. These Activities include but arenot restricted to:• Assignments to auditing historical financial information;• Assignments to reviewing historical financial information;• assurance assignments other than assignments to auditing or reviewing historical financial information;• assurance-related assignments;• other assignments taken on behalf of Auren Audit & Assurance.2.2 The Assignment will be performed by Auren with due observance of the legislation and regulations applicableto Auren as an audit organisation as meant in the Wta.
Article 3. General Data Protection Regulation and division ofroles
3.1 With respect to an Audit Assignment to which the Standards 100-3850 apply, Auren as an auditor is a partyresponsible for processing concerning the personal data it processes. With respect to an Audit Assignment theClient is also a party responsible for processing concerning the personal data it submits to or obtains fromAuren. This means that no processing agreements can be entered into with Auren with respect to theAssignment.3.2 Auren will perform all processing of personal data in compliance with the GDPR and take all appropriate(organisational, legal and technical) measures to comply with the GDPR. The Client will have to do the samein consequence of which the Client indemnifies Auren against any damage and costs Auren might suffer orincur due to data incidents and data breaches on the part of the Client.3.3 The Information submitted to Auren by the client with respect to the Audit & Assurance Assignment will beheld by Auren during the term prescribed in or pursuant to the Wta (seven years after the respectiveInformation was recorded).
Article 4. Performance audit assignments
4.1 The Activities performed by Auren will not be specifically focused on detecting fraud, unless the Partiesexplicitly agree otherwise. If, in Auren’s opinion, the Activities yield indications of fraud, Auren will reportthese to the Client immediately, in which case Auren will be held to comply with the regulations concerningfraud reporting arising from the code of conduct and professional rules applicable to the professionals involvedin performing the Assignment. The Client knows that Auren, if the Assignment calls for performing a legalaudit as meant in the Wta, and Auren, while performing this legal audit obtains data or Information whichjustifies the reasonable suspicion of fraud of relevant interest as meant in the Wta, will be held to report thisto an investigating officer pursuant to the law, unless the Client takes measures in time to undo theconsequences of this fraud or to prevent repetition of such fraud and these measures are sufficient in Auren’sopinion.4.2 Auren will only be authorised to engage third parties in performing the Assignment, if the parties have agreedto this, unless it arises from the nature, content or purport of the Assignment that Auren is also authorised todo this without the agreement referred to or if, in Auren’s opinion, it is necessary that third parties are engagedto ensure the Assignment is performed correctly and in time.4.3 The planning referred to by Auren for the performance of the Assignment is always indicative, unless theParties explicitly agree otherwise or unless it arises from the nature, content or purport of the Assignmentthat this planning has a maximum term.4.4 If during the performance of the Assignment for the benefit of the Client more or different Activities havebeen performed than the Assignment was awarded for, the assumption will be derived from the notes inAuren’s administration with respect to these Activities that these Activities have been performed pursuant toincidental Assignment, unless these notes concern (but are not restricted to) consultations between Aurenand the Client (partly) with respect to the said Activities. If the Activities referred to above have beenperformed in compliance with the obligations arising for Auren from Article 5.1, Auren will be authorised tocharge these Activities to the Client, even in the absence of the notes referred to above.4.5 The details and documents obtained by Auren with respect to the performance of the Assignment will beretained by Auren during the term set out in or pursuant to the Wta (seven (7) years after the file pertainingto the respective Activities was closed).
Article 5. Audit opinions
5.1 In its capacity as an accountant, Auren can issue various types of opinions within the framework of theAssignment. Auren can also issue an auditor’s report or a review report, for instance. Within these two types,Auren can issue various types of opinions, such as an unqualified audit opinion, an qualified opinion, adisclaimer of opinion, and an adverse opinion, depending on the Assignment and Auden’s audit or reviewfindings.
The auditor’s report5.2 In the event of an audit Assignment, Auren verifies if the annual accounts prepared by the management boardare a good representation of the financial situation of the company. In the auditor’s report, Auren provides itsindependent point of view on this in the form of an opinion. It does so for users of the annual accounts, suchas shareholders, suppliers and banks, who or which make decisions on the basis of the annual accounts.5.3 The annual accounts are to give a true and fair view of the capital and result of the organisation. This doesnot mean, however, that the annual accounts are to be accurate to the last euro. The annual accounts are tobe accurate to the extent that the average user can base his/her/its decisions on them. In other words, thereshould not be any material deviations in the annual accounts.5.4 The aim of the audit Assignment is that Auren to a reasonable degree of certainty indicates that the annualaccounts do not include any material deviations. Auren does not provide any absolute certainty that the annualaccounts are in order as it may be deliberately deceived by an organisation, the estimates in the annualaccounts are often subjective, and investigating all individual transactions is financially not a wise thing to do.This is why Auren speaks of a reasonable degree of certainty.5.5 Auren performs extensive activities to support its opinion.5.6 If material deviations are found in the annual accounts, Auren may, in the event of an auditor’s report issuean adverse opinion or a qualified opinion, depending on the seriousness of the deviations. Sometimes Aurenhas insufficient information to support its opinion on the annual accounts. In that case, Auren will issue adisclaimer of opinion or a qualified opinion, depending on the seriousness.
The review report5.7 In the event of a review Assignment, Auren, as an independent accountant, verifies if the annual accountsare a good representation of the financial situation of the organisation. In principle, however, Auren performsfewer activities. These activities mainly consist of:• thinking about what might go wrong and basing its review on these findings;• asking people in the organisation for information and making analytical reviews.As Auren performs fewer activities for a review report, it will only be able to provide less certainty about theannual accounts. Its conclusion provides a limited degree of certainty. The choice depends on the need ofcertainty among the users in proportion to the costs.5.8 If Auren takes the view that the annual accounts include a deviation of relevant interest, it will perform afurther investigation.5.9 In the review report, Auren can only state that “it has not become apparent that the annual accounts do notgive a true and fair view of the capital and result of the company.” Similar to the auditor’s opinion, Auren mayfind that the annual accounts are not in order or that it cannot obtain sufficient information about the annualaccounts. In that case, Auren will express this in its conclusion.5.10 As Auren gives a point of view in its opinions and reports and this point of view is to be trustworthy so thatusers can rely on it, it is essential that Auren is and remains independent. Therefore, Auren has to comply atall times with the Code of Ethics with respect to the independence of professional accountants in the event ofassurance assignments.
Chapter C: Additional conditionsAccounting Services (Compilation practice and salaryadministration)
Article 1. Accounting services
1.1 This Chapter C of the General Terms and Conditions applies specifically to all Assignments quoted or performedby Auren with respect to the following compilation and salary administration Activities:• Administration;• Compiling annual accounts;• Tax returns;• All other administrative activities not being activities subject to audits;• Salary administration.1.2 The use of job titles for Auren employees who are charged with the performance of the Assignment or engagedfor the performance of the Assignment, is only for the purpose of indicating the expertise of the respectiveemployees. Employees with the title of Chartered Accountant (Registeraccountant, RA) or AccountantAdministrative Consultant (Accountant-administratieconsulent, AA) do not act as an (auditing) accountant. Noaudit has been performed on the figures they have furnished, unless it is explicitly expressed in writing that aninvestigation has been conducted as to the trueness and fairness of the respective accounting.
Article 2. The content of a compilation Assignment
2.1 The compilation Assignment is not focused on detecting fraud or inaccuracies or unlawful acts. Auren willnevertheless inform the Client if it detects any such matters. The primary responsibility for preventing anddetecting fraud and inaccuracies, however, rests with both the supervisory bodies and the Client’s managementboard. As a compilation accountant Auren is not responsible or liable for preventing fraud or inaccuracies.2.2 Auren performs compilation Assignments in conformity with Dutch law, including the Dutch Standard 4410‘Compilation engagements’. Consequently, Auren is held to comply with its applicable ethical regulations. Thismeans that Auren performs the Assignment professionally, skilfully and carefully, honourably and objectively,and that it will treat the details provided by the Client with due confidentiality.2.3 With a compilation Assignment Auren supports the Client in preparing and presenting the annual accounts inconformity with the applicable basic principles for financial reporting. In this process, Auren uses its expertisein administrative processing and financial reporting. At the end of the compilation activities, Auren, by readingthe annual accounts in great outline, works out if the picture of the annual accounts is consistent with Auren’sknowledge of the Client.2.4 By awarding Auren a compilation Assignment, the Client acknowledges and understands that the Client isresponsible for:• the annual accounts, including its preparation and presentation;• the accuracy and completeness of the information made available to Auren;• the judgments required for preparing and presenting the annual accounts, including judgments for whichAuren can assist the Client in the course of the compilation Assignment;• the set-up of an adequate administration, measures of internal control, and the choice and applicationof basic principles for financial reporting, which are consistent with the intended use of the annualaccounts.
Article 3. Compilation report
3.1 Auren will report to the Client on the findings of its compilation activities in the form of a compilation report tothe annual accounts. It includes the following information:• The content of the Assignment;• Those responsible from the management board;• Those responsible from Auren as an accountant.3.2 As Auren assists the management board in preparing the annual accounts, it takes the correctness of theinformation it receives from the management board for granted. In principle, Auren does not investigate if thisinformation is correct.3.3 Sometimes, Auren assists the management board in making estimates or in the choice of suitable basicprinciples for financial reporting. Auren will always consult with the management board on this and see to itthat the management board will understand the choices made to ensure that the management board canassume responsibility for the annual accounts.3.4 When the annual accounts have been prepared, Auren will verify in great outline if the picture of the annualaccounts is consistent with Auren’s knowledge of the organisation. If Auren believes that the information fromthe management board is incomplete or inaccurate, it will ask the management board for additional information.It will propose adjustments, if necessary.3.5 If Auren is not able to complete the Assignment because the management board does not provide informationor refuses to have certain adjustments made to the annual accounts, it will hand back the Assignment. In thiscase, Auren will also inform any supervisory bodies, such as the supervisory board.3.6 Since Auren helps the management board prepare the annual accounts, it does not provide an opinion orconclusion about the annual accounts. If the users of the annual accounts want to receive an opinion orconclusion, Auren will have to perform an audit or review Assignment.
Article 4. General Data Protection Regulation and division of roles
4.1 With respect to a compilation Assignment to which Standard 4410 applies, Auren is a party responsible forprocessing concerning the personal data it processes. With respect to a compilation Assignment the Client isalso a party responsible for processing concerning the personal data it submits to or obtains from Auren. Thismeans that no processing agreements can be entered into with Auren with respect to the Assignment. Aurenwill perform all processing of personal data in compliance with the GDPR and take all appropriate (organisational,legal and technical) measures to comply with the GDPR. The Client will do the same, in consequence of whichthe Client indemnifies Auren against any damage and costs Auren might suffer or incur due to data incidentsand data breaches on the part of the Client.4.2 Only if Auren does not make any decisions about the use of the data and no longer determines the purposesand means of processing, and the submission thereof to third parties, the retention term et cetera as well asthe code of conduct and professional rules do not demand this from Auren, Auren will only be a processor. Thisis the case with salary processing for instance (see Article 6 ff.).
SPECIFIC CONDITIONS WITH RESPECT TO TAX RETURNS
Article 5. Tax returns
5.1 The Client will fully cooperate and make all recordings, documentation and other information in the frameworkof taking care of the tax returns available to Auren in time.5.2 The Client is responsible for the correctness and completeness of the information made available to Auren andis responsible towards the Dutch Tax and Customs Administration (Belastingdienst) for the information Aurenhas processed in the tax return.5.3 The Client receives tax assessments (e.g. income tax or corporate income tax) directly from the Tax andCustoms Administration. To prevent the Client from having to send these assessments every time to Auren forreview, the Client can use the possibility of having the Tax and Customs Administration send an electronic copyof its assessments to Auren. This will only be possible if Auren is granted the Client’s approval. By consentingto and signing the Assignment Confirmation, the Client is deemed to consent to the fact that Auren receiveselectronic assessments (Service Bericht Aanslagen, service message assessments) from the Tax and CustomsAdministration or is authorised to request from the Tax and Customs Administration that it sends theseassessments to Auren.5.4 Auren assumes that the expected use and dissemination of the information it prepares with respect to the taxreturns is exclusively intended for the Client and the Tax and Customs Administration and not for third parties.Income tax returns5.5 With respect to the Dutch Standard 4410 (‘Engagements for compiling financial statements’) a tax return or theattachments are not regarded as a financial statement. The provisions set out in this standard are not used forthis tax return.5.6 If it becomes apparent at any moment that the structure or business activities change in a way that in ouropinion the Dutch Standard 4410 or one of the other standards becomes applicable, a new AssignmentConfirmation will be prepared.5.7 The annual income tax return will be made available via the client portal or other means of correspondence.The Client can find the income tax return assessment on the client portal, after which the Client can submit itdirectly to the Tax and Customs Administration.5.8 In principle, the Client is to submit the income tax return within the term imposed by law. To extend this term,Auren will include the tax return in the postponement scheme. If postponement is granted, the additionalassessment term of the Tax and Customs Administration will be extended too. By signing the AssignmentConfirmation, the Client consents to having the income tax return included in our postponement scheme.
Article 6. Code of Conduct
6.1 Auren performs the tax return practice in compliance with the applicable professional rules. In the performanceof its job as a tax consultant, Auren has to comply at least with the Rules of Professional Conduct of the DutchAssociation of Tax Advisors (Nederlandse Orde van Belastingadviseurs, NOB). The rules on the tax consultant’sprofessional skill, independence, objectivity and integrity are laid down in these Rules. The regulations can beinspected on the NOB website (www.nob.net).
SPECIFIC CONDITIONS WITH RESPECT TO SALARY PROCESSING
Article 7. Salary processing and invoicing
7.1 If the Activities pertain to salary processing, they consist of basic activities and additional services as specifiedin further detail in the Assignment Confirmation.7.2 For the basic activities Auren uses a fee per pay slip, and for additional services a fee per hour. For the basicactivities the Client receives an instalment invoice on the basis of the number of employees per 1 January ofevery year. After the end of the year, the payment amount is calculated on the basis of the number of pay slipsactually submitted. For the entry of a (new) employee and the additional services, the Client will receive aseparate invoice when this event occurs.
Article 8. Professional regulations salary processing
8.1 Auren takes care of the salary administration for Clients. Due to the nature of this Assignment, Auren does notconduct an audit.8.2 With respect to its services Auren has to comply with the independence regulations. As a result, Auren may notbe able to render certain types of services or there may be restrictions to the performance of certain services.
Article 9. Delivery salary details
9.1 Auren will ensure to the best of its ability that the monthly salary calculations are processed in time andcorrectly. The Client is responsible for providing the mutations by e-mail correctly and in time.9.2 These details are to be submitted five (5) working days at the latest before the date on which the Client wantsto have the salary calculations at its disposal. Auren will ensure that the mutations are reviewed in time, thatthe necessary audits are executed, and that the salaries for the respective period are processed.
Article 10. Digital wage tax return(s)
10.1 The wage tax returns are submitted digitally, in conformity with a protocol that complies with the strictest carerequirements. Auren uses the securest manner of digital traffic made available by the Dutch Tax and CustomsAdministration.10.2 Auren submits the wage tax return exclusively after the Client has granted a power of attorney for submittingthe said wage tax return. The Client remains responsible and liable at all times for (the content of) the wagetax return filed, as well as to its timeliness, completeness and correctness. The power of attorney to becompleted and issued to Auren is attached to the Assignment Confirmation.10.3 Auren is not liable for damage arising from or related to filing the digital tax return, including but not restrictedto faulty means by which the tax return is realised and filed, incorrect data transmission, etc.
Article 11. Auren is a processor with respect to salaryadministration Assignments
11.1 Auren is a processor with respect to the Client’s employees’ personal data that are processed for salaryadministration purposes. Auren has no other object than assisting the Client in processing the personal dataand does not have any interest in determining the aim and means of data processing, nor do the code of conductor the professional rules of Auren demand this from Auren.11.2 With every salary administration Assignment Auren enters into a processor agreement per Client which complieswith the legal requirements of the GDPR.11.3 The Client is the ‘party responsible for processing concerning personal data’ at all times with respect to itsemployees and the data it makes available to Auren.
Article 12. Access to and use of the portal for salary processing
12.1 In the Assignment Confirmation, Auren can grant the Client an independent right of use of a salary processingportal for the term of the Assignment under the applicability of further conditions of use. This right of use meansamong other things that the Client has direct access to a shielded proprietary dashboard in which it enters allemployee data needed for performing salary processing. Auren verifies this data and processes it into pay slips,which the Client can distribute among its employees or can make available in the portal to its employees if thelatter have direct access under an employee licence of the Client.12.2 The salary administration portals are made available to Auren via super licences from the SaaS (software as aservice) suppliers. In the cooperation between Auren and the SaaS suppliers, Auren is allowed to use the salaryprocessing portal for its Clients and can grant its Clients and their employees a right of use for salary processingby Auren.
Article 13. Liability Auren with respect to using the salaryadministration portal
13.1 Auren is neither responsible nor liable for technical problems caused by obsolete browsers, servers or securitysettings which prevent or restrict access to and message transmission from the salary portal. It is the Client’sresponsibility to check this beforehand.13.2 Auren is not liable for unauthorised or incorrect use of the salary administration portal by the Client.13.3 Any failure in the salary administration portal will not be attributable to Auren if the cause is unforeseeable andbeyond Auren’s control.13.4 For the rest the general liability provisions as described in Chapter A of these terms and conditions apply.
Chapter D: Additional conditions concerning Other services
Article 1. Consultancy services
1.1 Chapter D applies to all Assignments concerning Tax & Legal Products quoted or performed by Auren. For therest Chapter A applies. These Activities include but are not restricted to:• tax consultancy;• legal consultancy;• HR consultancy;• subsidy consultancy and application;• dispute resolution;• risk management consultancy;• asset and estate planning;• pension consultancy and financial planning.
Article 2. General Data Protection Regulation and division of roles
2.1 In the event of a Consultancy Assignment, Auren is a party responsible for the personal data it processes. Withrespect to this Assignment the Client is also a party responsible for processing the personal data it submits toor obtains from Auren. This means that no processing agreements can be entered into with Auren with respectto the Assignment. Auren will perform all processing of personal data in compliance with the GDPR and take allappropriate (organisational, legal and technical) measures to comply with the GDPR. The Client will have to dothe same, in consequence of which the Client indemnifies Auren against any damage and costs Auren mightsuffer or incur due to data incidents and data breaches on the part of the Client.
Article 3. Code of conduct
3.1 Auren performs the fiscal services in compliance with the applicable professional rules. In the performance ofits job as a tax consultant, Auren has to comply at least with the Rules of Professional Conduct of the DutchAssociation of Tax Advisors (Nederlandse Orde van Belastingadviseurs, NOB). The rules on the tax consultant’sprofessional skill, independence, objectivity and integrity are laid down in these Rules. The regulations can beinspected on the NOB website (www.nob.net).